exhibit1011.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONTRIBUTION
AGREEMENT

    


    THIS
CONTRIBUTION AGREEMENT (this “Agreement”), is made and
entered into as of June 23, 2008, by and among Earth LNG, Inc., a Texas
corporation (“Earth
LNG”), its wholly owned subsidiary, New Earth LNG, LLC, a Delaware
limited liability company (the “Company”) and Earth Biofuels,
Inc., a Delaware corporation (“EBOF”).  The
Company, EBOF and Earth LNG are sometimes referred to herein as the
“Parties”.

     

    WITNESSETH:

     

     

    WHEREAS, Earth LNG owns all of
the limited liability company membership interests of Applied LNG Technologies
USA, L.L.C., a Delaware limited liability company (“Applied LNG”) and Arizona LNG,
L.L.C., a Nevada limited liability company  (“Arizona LNG” and together with
Applied LNG, the “LNG
Subsidiaries”) and, Applied LNG owns all of the shares of Fleet Star,
Inc., a Delaware corporation and Earth Leasing, Inc., a Texas corporation (the
“Corporations” and,
collectively with the LNG Subsidiaries, the “Subsidiaries”);
and

     

    


    WHEREAS, Earth LNG owns all of
the membership  interests of the Company; and

    


    WHEREAS, Earth LNG, the
Company, EBOF and PNG Ventures, Inc., a Nevada corporation (“PNG”), have entered into a
Share Exchange Agreement, pursuant to which, among other things, EBOF and Earth
LNG have agreed to transfer, sell and assign the Company, after transferring all
of the membership interests and other assets owned by Earth LNG to the Company
(the “Exchange
Agreement”);

     

    WHEREAS, Earth LNG desires to
contribute, transfer, convey and assign hereby all right and marketable title in
the LNG Subsidiaries and any other assets it has, (but not tax liabilities or
contingent tax liabilities), to the Company as of the date hereof, in order to
fulfill the transfer of the related west coast liquid natural gas business of
the Company to PNG as contemplated by the Exchange Agreement (and all of the
Corporations thereby);

     

    


    NOW, THEREFORE, in
consideration of the premises and the mutual promises contained herein, the
Parties hereto agree as follows:

     

    1.           Contribution.  (a)  Earth
LNG hereby irrevocably transfers, contributes, conveys and assigns to the
Company full marketable title to any and all rights, title and interest held by
the Earth LNG in the LNG Subsidiaries (which own the Corporations at the time of
transfer herein) and any and all other assets of Earth LNG (collectively, the
“Transferred Assets”),
but not (i) any liabilities, tax liabilities or contingent tax liabilities of
Earth LNG or of the Subsidiaries or any other liabilities not otherwise
referenced in the Exchange Agreement (or incorporated by reference therein) or
(ii) any trade payables or indebtedness owed to Earth by EBOF, Durant Biofuels,
LLC, or either of their respective subsidiaries (the “EBOF Parties”).

    


    (b) The Company hereby accepts the
Transferred Assets.

    


    (c)           Earth
LNG and EBOF shall take any and all actions necessary to cause the 100% of the
membership interests of the LNG Subsidiaries to be delivered to the Company and
registers the Company as the owner of such LNG Subsidiaries membership interests
in their books and records and to transfer title to any of the other Transferred
Assets.  Earth LNG and EBOF shall also take any and all further
actions as necessary from time to time and deliver all instruments, stock powers
or operating agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    amendments
or other documents as requested by the Company or its successors and assigns, as
is required to effectuate a transfer of the Transferred Assets pursuant to this
Agreement, to the Company.

    


    2.           Entire
Agreement.  This Agreement constitutes the entire agreement
among the Parties with respect to the subject matter hereof, and supersedes all
prior agreements and understandings, oral and written, between the Parties with
respect to the subject matter hereof, and may not be changed, modified,
terminated, altered or discharged, in whole or in part (other than in accordance
with the respective terms thereof), except by a writing executed by the
Parties.  No waiver of any part of this agreement shall be valid
unless made in writing.  Earth LNG and EBOF hereby indemnify the
Company or its successors and assigns from any and all tax liabilities or
contingent tax liabilities relating to Transferred Assets and the transactions
contemplated hereby.

    


    3.           Binding Effect;
Assignment.  This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal representatives,
heirs, administrators, executors, trustees, beneficiaries, devisees, successors
and permitted assigns.  The rights under this Agreement shall be
assignable by the Company.

    


    4.           Counterparts/Further
Assurances.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken
together shall be deemed to be one and the same instrument.  Each
party hereto shall take all further actions and execute all further documents as
necessary from time to time in order to effectuate the intent of this agreement
and to provide all documents necessary to allow for the accountants of the
respective parties to complete their audit of the same.

    


    5.           Invalidity.  The
invalidity or unenforceability of any term or provision in this Agreement, or
the application of such term or provision to any person or circumstances, shall
not impair or affect the remainder of this Agreement and its application to
other persons and circumstances, and the remaining terms and provisions hereof
shall not be invalidated but shall remain in full force and effect.

    


    IN WITNESS WHEREOF, the
undersigned hereby execute this Agreement as of the date first written
above.

    EARTH LNG, INC.

    


    


    By:
______________________

    Name: Dennis G. McLaughlin,
III

    Title:                     President

    


    


    EARTH BIOFUELS, INC.

    


    By:
______________________

    Name: Dennis G. McLaughlin,
III

    Title: Chief Executive
Officer

    


    -Accepted and Agreed-

    NEW EARTH LNG, LLC

    By Earth LNG, Inc. its Sole
Member

    


    By:
______________________

    Name: Denis McLaughlin
III

                              
Title:                      President